Beijing Jindu law firm
On Hanwang Technology Co.Ltd(002362) the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Hanwang Technology Co.Ltd(002362)
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law), the rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations and departmental rules According to the provisions of normative documents and the articles of association of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as the articles of association), Beijing Jindu law firm (hereinafter referred to as the firm) accepts the entrustment of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as the company) and appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders), as well as the convening and convening procedures of the general meeting of shareholders of the company To express legal opinions on the qualification of attendees, the qualification of conveners, voting procedures, voting results and other matters.
In order to issue this legal opinion, we have reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. On December 21, 2021, the company published in the securities times and cninfo（ http://www. cninfo. com.. cn.）、 Shenzhen Stock Exchange website（ http://www.szse.cn. ）The announcement on the resolution of the eighth (Interim) meeting of the sixth board of directors of Hanwang Technology Co.Ltd(002362) Co., Ltd. and the notice of Hanwang Technology Co.Ltd(002362) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of general meeting); 3. The register of shareholders on the equity registration date of the shareholders’ meeting;
4. Registration records and voucher materials of shareholders attending the on-site meeting;
5. Statistical results of online voting at the general meeting of shareholders;
6. The proposal of the general meeting of shareholders of the company;
7. Other documents of the general meeting of shareholders of the company.
In order to issue this legal opinion, we assume that the company has disclosed to us all the facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by us for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners and voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The institute only expresses its views on the existing effective laws, administrative regulations, departmental rules and other normative documents in the mainland of China (hereinafter referred to as Chinese mainland, which are only for the purpose of this legal opinion, excluding the existing laws, administrative regulations, departmental rules and other normative documents of the Hongkong Special Administrative region, the Macao Special Administrative Region and the Taiwan region), and does not express opinions on the basis of any laws outside the Chinese mainland.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and verified the relevant matters of the company’s general meeting of shareholders. The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to the requirements of relevant laws and regulations, the lawyers of the firm witnessed the general meeting of shareholders in accordance with the business standards, ethics and diligence recognized by the lawyer industry. Affected by the epidemic of New Coronavirus pneumonia, the lawyers appointed by the Institute witnessed the shareholders’ meeting through on-site and video methods, and issued legal advice to the shareholders’ meeting as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
On December 17, 2021, the eighth (extraordinary) meeting of the sixth board of directors of the company deliberated and approved the proposal to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 6, 2022.
On December 21, 2021, the company made an announcement in the form of securities times and cninfo（ http://www.cn.info.com..cn. ）Website of Shenzhen Stock Exchange（ http://www.szse.cn. ）The notice of the general meeting of shareholders was published.
（2） Convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held in the conference room on the fourth floor of the company (Hanwang building, building 5, No. 8, Dongbeiwang West Road, Haidian District, Beijing) at 14:30 p.m. on January 6, 2022. The on-site meeting was presided over by Chairman Liu Yingjian.
3. The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the day of the meeting; The specific time for voting through the Internet of Shenzhen stock exchange is 9:15-15:00 on the day of the meeting.
After verification by our lawyers, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(i) Qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that a total of 8 shareholders and shareholders’ agents attended the shareholders’ meeting, representing 80291351 voting shares, accounting for 32.8451% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., a total of 1 shareholder participated in the online voting of the general meeting of shareholders, representing 700 voting shares, accounting for 0.0003% of the total voting shares of the company.
Among them, there are 2 Shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 232600 voting shares, accounting for 0.0952% of the total voting shares of the company.
In conclusion, the total number of shareholders attending the shareholders’ meeting is 9, representing 80292051 voting shares, accounting for 32.8454% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending / attending the on-site meeting of the shareholders’ meeting also include some directors, supervisors, senior managers, Secretary of the board of directors and lawyers of the firm.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the organization provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
（2） Convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no situation of modifying the original proposal or adding other new proposals.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting platform of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. According to the statistical results of the meeting, the moderator announced the voting of the proposal.
（2） Voting results of the general meeting of shareholders
Witnessed by our lawyers, this general meeting of shareholders adopted the combination of on-site open voting and online voting, and considered and adopted the following proposals in accordance with the rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the company’s 2022 employee stock ownership plan (Draft) and its summary are as follows: 80292051 shares are agreed, accounting for 100% of the total voting shares of shareholders and shareholder proxy representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 232600 shares are agreed, accounting for 100% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
The participants of the employee stock ownership plan and the shareholders associated with the participants avoid voting.
2. The voting results of the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s employee stock ownership plan in 2022 are as follows:
Agree to 80292051 shares, accounting for 100% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders’ proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 232600 shares are agreed, accounting for 100% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
The participants of the employee stock ownership plan and the shareholders associated with the participants avoid voting.
In conclusion, our lawyers believe that the voting procedures and votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, rules of general meeting of shareholders and articles of association, and the voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the on-site attendants and conveners of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jindu law firm on the first extraordinary general meeting of shareholders in Hanwang Technology Co.Ltd(002362) 2022)
Witness lawyer of Beijing Jindu law firm:
Tang Lizi
Gao Zhao
Person in charge:
Wang Ling
January 6, 2002
